Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2002
                               --------------

                                       OR

(   )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ________________to _________________

For Quarter Ended March 31, 2002
                  --------------

                              TRANSNET CORPORATION
                              --------------------
             (Exact name of registrant as specified in its charter)

DELAWARE                                              22-1892295
-----------------------------             --------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

45 Columbia Road, Somerville, New Jersey              08876-3576
----------------------------------------              ----------
(Address of principal executive offices)              (Zip Code)

Registrant's Telephone Number, including area code: 908-253-0500

----------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last Report

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

    Yes   X              No _____
        -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of May 7, 2002: 4,774,804




<PAGE>



                              TRANSNET CORPORATION

                                    FORM 10-Q

                                TABLE OF CONTENTS

                                                                        Page No.


PART I.  FINANCIAL INFORMATION

   Consolidated Balance Sheets
   March 31, 2002 and June 30, 2001                                     1

   Consolidated Statements of Operations
   Three Months Ended March 31, 2002 and 2001                           2
   Nine Months Ended March 31, 2002 and 2001                            3

   Consolidated Statements of Cash Flows
   Nine Months Ended March 31, 2002 and 2001                            4

   Notes to Consolidated Financial Statements                           5

   Management's Discussion and Analysis                                 6

PART II.  OTHER INFORMATION                                             9
-------   -----------------







<PAGE>



                       TRANSNET CORPORATION AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS



                                                         March 31,   June 30,
                                                         ---------   --------
                                                          2 0 0 2     2 0 0 1
                                                          -------     -------
                                                        [Unaudited]
Assets:
Current Assets:
  Cash and Cash Equivalents                             $4,326,836  $6,301,210
  Accounts Receivable - Net                              8,327,734   7,566,102
  Inventories                                            1,562,189   1,886,988
  Mortgage Receivable - Related Party                           --     250,000
  Other Current Assets                                     106,187     125,358
  Deferred Tax Asset                                       256,301     256,055
                                                        ----------  ----------

  Total Current Assets                                  $14,579,247 $16,385,713

Property and Equipment - Net                               570,073     530,969

Other Assets                                               226,185     235,469
                                                        ----------  ----------
  Total Assets                                          $15,375,505 $17,152,151
                                                        =========== ===========

Liabilities and Stockholders' Equity:
Current Liabilities:
  Accounts Payable                                      $  386,326  $  674,896
  Accrued Expenses                                         412,712     720,851
  Accrued Payroll                                          223,870     220,551
  Floor Plan Payable                                       511,284   2,229,152
                                                        ----------  ----------

  Total Current Liabilities                              1,534,192   3,845,450
                                                        ----------  ----------

Deferred Tax Liability                                      29,704      29,704
                                                        ----------  ----------

Stockholders' Equity:
  Capital Stock - Common, $.01 Par Value, Authorized
   15,000,000 Shares; Issued 7,469,524 Shares
   of which 2,694,720 are in Treasury                       74,695      74,695

  Paid-in Capital                                       10,686,745  10,686,745

  Retained Earnings                                     10,358,369   9,823,757
                                                        ----------  ----------

  Totals                                                21,119,809  20,585,197
  Less:  Treasury Stock - At Cost                       (7,308,200) (7,308,200)
                                                        ----------  ----------

  Total Stockholders' Equity                            13,811,609  13,276,997
                                                        ----------  ----------

  Total Liabilities and Stockholders' Equity            $15,375,505 $17,152,151
                                                        =========== ===========

See Notes to Consolidated Financial Statements.


                                        1

<PAGE>



                      TRANSNET CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   [UNAUDITED]



                                                           Three months ended
                                                                 March 31,
                                                           2 0 0 2      2 0 0 1
                                                           -------      -------

Revenue:
  Equipment Sales                                        $5,149,277  $11,841,252
  Service                                                 4,458,271    3,507,186
                                                         ----------  ----------

  Total Revenue                                          $9,607,548  $15,348,438
                                                         ----------  -----------

Cost of Revenue:
  Equipment Sales                                        $4,573,938  $11,001,988
  Service                                                 3,021,369    2,460,990

  Total Cost of Revenue:                                 $7,595,307  $13,462,978
                                                         ----------  -----------

  Gross Profit                                           $2,012,241  $ 1,885,460
                                                         ----------  -----------

Selling, General and Administrative Expenses             $1,805,333  $ 1,753,305

Operating Income:                                        $  206,908  $   132,155
                                                         ----------  -----------

Other Income:
  Interest Income                                        $    7,004  $    55,323
  Interest Income-Related Party                                  --        5,549
                                                         ----------  -----------

  Total Other Income                                     $    7,004  $    60,872
                                                         ----------  -----------

Income  Before Provision For Income Taxes                $  213,912  $   193,027

Provision for Income Taxes                                   81,287       65,629
                                                         ----------  -----------

Net Income                                               $  132,625  $   127,398
                                                         ==========  ===========

Basic Net Income per Common Share                        $     0.03  $      0.03
                                                         ==========  ===========

Diluted Net Income per Common Share                      $     0.03  $      0.03
                                                         ==========  ===========

Weighted Average Common Shares Outstanding - Basic        4,815,872    4,787,343
                                                         ==========  ===========

Weighted Average Common Shares Outstanding - Diluted      4,973,667    4,848,181
                                                         ==========  ===========

See Notes to Consolidated Financial Statements.

                                        2

<PAGE>



                      TRANSNET CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   [UNAUDITED]



                                                            Nine months ended
                                                                  March 31,
                                                           2 0 0 2      2 0 0 1
                                                           -------      -------

Revenue:
  Equipment Sales                                        $28,218,546 $31,566,411
  Service                                                12,903,469   10,560,322

Total Revenue                                            $41,122,015 $42,126,733
                                                         ----------- -----------

Cost of Revenue:
  Equipment Sales                                        $26,364,729 $29,201,153
  Service                                                 8,687,805    7,627,181

Total Cost of Revenue                                    $35,052,534 $36,828,334
                                                         ----------- -----------

  Gross Profit                                           $6,069,481  $ 5,298,399
                                                         ----------  -----------

Selling, General and Administrative Expenses             $5,291,448  $ 4,995,082
                                                         ----------  -----------

Operating Income                                         $  778,033  $   303,317
                                                         ----------  -----------

Other Income:
  Interest Income                                        $   50,347  $   191,144
  Interest Income-Related Party                              11,344       16,893

  Total Other Income                                     $   61,691  $   208,037
                                                         ----------  -----------

Income before Provision for Income Taxes                 $  839,724  $   511,354

Provision for Income Taxes                                  305,112      167,629
                                                         ----------  -----------

Net Income                                               $  534,612  $   343,725
                                                         ==========  ===========

Basic Net Income per Common Share                        $     0.11  $      0.07
                                                         ==========  ===========

Diluted Net Income per Common Share                      $     0.11  $      0.07
                                                         ==========  ===========

Weighted Average Common Shares Outstanding -Basic         4,815,872    4,829,514
                                                         ==========  ===========

Weighted Average Common Shares Outstanding -Diluted       4,976,252    4,873,057
                                                         ==========  ===========

See Notes to Consolidated Financial Statements.


                                        3

<PAGE>



                       TRANSNET CORPORATION AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   [UNAUDITED]



                                                           Nine months ended
                                                                March 31,
                                                          2 0 0 2     2 0 0 1
                                                          -------     -------

Operating Activities:
  Net Income                                            $  534,612  $   343,725
                                                        ----------  -----------
  Adjustments to Reconcile Net Income
   to Net Cash:
   Depreciation and Amortization                           114,764      137,624
   Provision For Doubtful Accounts                          61,026      (98,988)
   Discounting of Deferred Charges                              --      123,759
   Deferred Income Taxes                                      (246)     152,176

Changes in Assets and Liabilities:
  (Increase) Decrease in:
   Accounts Receivable                                  $ (822,658)  (1,212,102)
   Inventory                                               324,799     (709,284)
   Other Current Assets                                     19,171      (85,906)
   Other Assets                                             (1,194)      (2,937)
   Accounts Payable and Accrued Expenses                $ (593,390) $(1,180,832)

Total Adjustments                                       $ (897,728) $(2,876,490)
                                                        ----------- ------------

Net Cash - Operating Activities                         $ (363,116) $(2,532,765)
                                                        -----------  -----------

Investing Activities:
  Capital Expenditures                                  $ (143,390) $   (89,070)
  Mortgage Receivable Proceeds - Related Party          $  250,000  $        --
                                                        ----------  -----------

Net Cash - Investing Activities                         $ (106,610) $   (89,070)

Financing Activities:
  Floor Plan Payable                                    $(1,717,868)$    32,850
  Treasury Stock Purchases                              $       --  $   (99,141)
                                                        ----------  ------------

Net Cash - Financing Activities                         $(1,717,868)$   (66,291)
                                                        ----------- ------------

Net (Decrease) Increase in Cash and Cash Equivalents    $(1,974,374)$(2,688,126)

Cash and Cash Equivalents- Beginning of periods         $6,301,210  $ 5,208,558
                                                        ----------  -----------

Cash and Cash Equivalents- End of periods               $4,326,836  $2,520,4321
                                                        ==========  ===========

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest                                                $       --  $       --
Income Taxes                                            $  436,000  $    9,532


See Notes to Consolidated Financial Statements.

                                        4

<PAGE>



                       TRANSNET CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            [Information as of March 31, 2002 and 2001 is unaudited]


(1.)  BASIS OF PRESENTATION

      In the opinion of management, the accompanying unaudited consolidated
      financial statements contain all adjustments consisting only of normal
      recurring adjustments necessary to present fairly the financial position,
      the results of operations and cash flows for the periods presented.

      These statements should be read in conjunction with the summary of
      significant accounting policies and notes contained in the Corporation's
      annual report on Form 10-K for the year ended June 30, 2001.

(2.)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      (a) Consolidation: The consolidated financial statements include the
      accounts of the Corporation and its wholly owned subsidiary, Century
      American Corporation. Intercompany transactions and accounts have been
      eliminated in consolidation.

      (b) Inventory:  Inventory  consists of finished goods.  The  Corporation's
      inventory is valued at the lower of cost  (determined  on the average cost
      basis) or market.

      (c) Cash and Cash Equivalents: For the purposes of the statement of cash
      flows, the Corporation considers highly liquid debt instruments, purchased
      with a maturity of three months or less, to be cash equivalents.

      (d) Earnings Per Share: Earnings per common share - basic are based on
      4,815,872weighted shares outstanding for the period ended March 31, 2002
      and 4,787,343 weighted shares outstanding for the period ended March 31,
      2001. Earnings per common share - diluted are based on 4,973,667 weighted
      shares outstanding for the three month period ended March 31, 2002 and on
      4, 848,181 weighted shares outstanding for the three month period ended
      March 31, 2001.

(3.)  INCOME TAXES

      The Corporation has a deferred tax asset of $256,301 and a deferred tax
      liability of $29,704 based upon temporary timing differences including
      inventory capitalization, allowance for doubtful accounts, vacation pay
      accruals and depreciation.

(4.)  RECLASSIFICATION

      Certain items from the prior year's financial statements have been
      reclassified to conform to the current year's presentation.

(5.)  RELATED PARTY TRANSACTION

      On November 11, 1998, the Company executed an agreement to sell
      approximately 6.32 acres of unimproved real property in Mountainside, New
      Jersey (the "Real Property") to W Realty LLC ("W Realty") for the
      appraised value of $1,000,000. W Realty is a partnership, which at the
      time of sale consisted of John J. Wilk, Chairman of the Board, and Raymond
      J. Rekuc, a Director of the Company. The purchase price was payable
      through a credit extended by W Realty as sub- lessor to the Company as
      sub-lessee for the $410,000 of rent payable by the Company over the last
      two years of its sublease (through February 2001) for its principal
      facility in Somerville, New Jersey and a $590,000 promissory note executed
      by W Realty. The Note, which was renegotiated to provide for payment on
      June 30, 2002, was paid in full during the quarter ended March 31, 2002.

                                        5

<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Revenues for the three months ended March 31, 2002 were $9,607,548 as compared
with $15,348,438 for the quarter ended March 31, 2001. For the quarter ended
March 31, 2002 the Corporation reported net income of $132,625 as compared with
net earnings of $127,398 for the similar period in the prior fiscal year. For
the nine months ended March 31, 2002, revenues were $41,122,015, as compared to
$42,126,733 reported for the similar period in the prior fiscal year, with net
income of $534,612 for the nine-month period ended March 31, 2002, compared with
net earnings of $343,725 for the same period in the prior fiscal year. The
decrease in revenues for the quarter ended March 31, 2002 is attributable to the
decrease in low-margin hardware sales from certain corporate clients.

The net income for the quarter and nine-month period ended March 31, 2002 is the
result of increase in service related revenues, as well as improved profit
margins on both equipment sales and services, resulting from provision of more
sophisticated, complex technical solutions such as the provision of higher-end
network integration and IT telephony services. Service and training related
revenues are significant in their contributions to earnings because these
operations yield a higher profit margin than equipment sales. For the three and
nine-month period ended March 31, 2002, revenues from the provision of service,
support, outsourcing and network integration were largely the result of the
Corporation renewing and/or entering into service contracts and/or project work
with a number of large corporate clients. Most of these contracts are
short-term, usually twelve months or less, and contain provisions which permit
early termination. Although the contracts generally contain renewal terms, there
is no assurance that such renewals will occur.

Management consistently works to obtain the best discounts available to it on
hardware purchases from its distributors. Management continues its concentration
on sales of sophisticated network and system integration products which yield
higher profit margins, and continues adherence to and implementation of cost
control measures. During the quarter and nine-month periods ended March 31,
2002, the Corporation increased its "agency" hardware business, through which
the Corporation partners with various hardware manufacturers. In these
arrangements, the Corporation provides the manufacturers with hardware orders,
which they ship and invoice directly to the clients, while paying a fee to the
Corporation. This reduces costs and increases profits.

During the fiscal years discussed, the computer industry has experienced a trend
of decreasing prices of computers and related equipment. Management believes
that this trend will continue. Industrywide, the result of price erosion has
been lower profit margins on sales, which require businesses to sell a greater
volume of equipment to maintain past earning levels. Another result of the price
decreases has been intensified competition within the industry, including the
consolidation of businesses through merger or acquisition, the initiation of
sales by certain manufacturers directly to the end-user and the entrance of
manufacturers into technical services business. Management believes that the
adoption of policies by many larger corporate customers, which limit the number
of vendors permitted to provide goods and services for specified periods of
time, has further increased price competition.

The Corporation's performance is also impacted by other factors, many of which
are not within its control. These factors include: the short-term nature of
client's commitments; patterns of capital spending by clients; the timing and
size of new projects; pricing changes in response to competitive factors; the
availability and related costs of qualified technical personnel; timing and
customer acceptance of new product and service offerings; trends in IT
outsourcing; product constraints; and industry and general economic conditions.

To meet these competitive challenges and to maximize the Corporation's profit
margin, management has modified its marketing strategy during these years and
has enforced expense controls. As referenced above, management also utilizes new
trends such as manufacturers' direct shipment and billing of the customers in
exchange for payment to the Corporation of an "agency fee" as a means to reduce
equipment related costs while increasing profits. Management's marketing
strategy is designed to emphasize provision of technical services and sales of
lower revenue/higher profit margin products related to service and support
operations. In this regard, management continues its concentration on sales of
network and system integration products which yield higher profit margins.
Management's efforts include targeting

                                        6

<PAGE>



commercial, educational and governmental customers who provide marketplaces for
a wide range of products and services at one time, a cost-effective approach to
sales. These customers often do not have their own technical staffs and
outsource their computer service requirements to companies such as TransNet.
Management believes it maximizes profits through concentration on sales of
value-added applications; promotion of the Corporation's service and support
operations; and strict adherence to cost cutting controls. In light of the
above, management emphasizes and continues the aggressive pursuit of an
increased volume of sales of technical service and support programs, and
promotion of its training services. In the near term, the Corporation believes
that product sales will continue to generate a significant percentage of the
Company's revenues. In addition, the Corporation's buying agreement with Ingram
Micro, Inc. enhances the Corporation's competitive edge through product
discounts unavailable through other sources.

Selling, general and administrative expenses increased to approximately 19% of
revenues for the quarter ended March 31, 2002, and increased to 13% for the
nine-month period, as compared to 11% of revenue for the quarter and 12% for the
nine months ended March 31, 2001. The increase primarily as a function of
decreased revenues and to a lesser extent to increased service related.

Interest income decreased in the quarter and nine-month period ended March 31,
2002, as compared to similar periods in the prior fiscal year due to the lower
amount of invested funds.

Liquidity and Capital Resources

There are no material commitments of the Corporation's capital resources.

The Corporation currently finances a portion of its accounts receivable and
finances purchases of portions of its inventory through floor-planning
arrangements under which such inventory secures the amount outstanding. The
amount due under this financing decreased for the quarter and nine-month periods
ended March 31, 2002 due to the decrease in inventory associated with the
decrease in hardware sales. Inventory decreased in the quarter and nine-month
periods ended March 31, 2002 as compared to the corresponding periods in the
prior fiscal year due to the Corporation's decreased volume of hardware sales.

Accounts receivable increased for the quarter and nine-month period ended March
31, 2002, as compared to the same periods in the prior fiscal year as a result
of increased service sales. Accounts payable decreased for the quarter and
nine-month period ended March 31, 2002, compared with the same periods in the
prior fiscal year as a result of decreased inventory. Cash levels decreased for
the three and nine- month periods ended March 31, 2002 as compared to the prior
year's periods as a result of the increase in accounts receivable.

For the fiscal quarter and nine months ended March 31, 2002, as in the similar
periods in the prior year, the internal resources of the Corporation were
sufficient to enable the Corporation to meet its obligations.

In the first quarter of fiscal 1998, management was apprised of an unasserted
possible claim or assessment involving the Corporation's Pension Plan. The Plan
was adopted in 1981 as a defined benefit plan. In 1989, various actions were
taken by the Corporation to terminate the Plan, to convert it to a defined
contribution plan and to freeze benefit accruals. No filing for plan termination
was made with the Pension Benefit Guaranty Corporation (the "PBGC").
Additionally, a final amended and restated plan document incorporating the
foregoing amendments and other required amendments including those required by
the Tax Reform Act of 1986 do not appear to have been properly adopted. In
addition, since 1989, it appears that certain operational violations occurred in
the administration of the Plan including the failure to obtain spousal consent
in certain instances where it was required.

The Corporation decided to (i) take corrective action under the IRS Walk-in
Closing Agreement Program ("CAP"), (ii) applied for a favorable determination
letter with respect to the Plan from the IRS, and (iii) terminate the Plan. The
CAP program provides a correction mechanism for "non-amenders" such as the
Corporation. Under CAP, the Corporation was subject to a monetary sanction. In
addition, the Corporation was required to correct, retroactively, operational
violations, and will be required to pay any resulting excise taxes and PBGC
premiums and penalties that may be due. In this regard, in connection with
settlement negotiations with the IRS, during the December 2000 quarter the
Corporation made a

                                        7

<PAGE>



contribution  to the Plan and made  payment of specified  sanctions.  During the
March 2001 quarter,  the Corporation  finalized a settlement  agreement with the
IRS and is awaiting resolution with the PBGC

The matters discussed in Management's Discussion and Analysis and throughout
this report that are forward-looking statements are based on current management
expectations that involve risk and uncertainties. Potential risks and
uncertainties include, without limitation: the impact of economic conditions
generally and in the industry for microcomputer products and services;
dependence on key vendors; continued competitive and pricing pressures in the
industry; product supply shortages; open- sourcing of products of vendors; rapid
product improvement and technological change, short product life cycles and
resulting obsolescence risks; technological developments; capital and financing
availability; and other risks set forth herein.



                                        8

<PAGE>


                           Part II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

      The Corporation's Annual Meeting of Stockholders was held on February 12,
2002.

      At the meeting, the following seven individuals were elected by the
following vote to serve as directors of the Corporation, each to serve until the
next annual meeting of stockholders and until his successor is duly elected and
qualifies.

      Name                                Shares Voted
                                    For            Authority Withheld
John J. Wilk                     4,085,409               15,300
Steven J. Wilk                   4,087,009               13,700
Jay A. Smolyn                    4,087,909               12,800
Vincent Cusumano                 4,086,209               14,500
Earle Kunzig                     4,087,709               13,000
Raymond J. Rekuc                 4,088,309               12,400
Susan M. Wilk-Cort               4,084,434               16,275

Item 6:  Exhibits and Reports on Form 8-K

               A.  Exhibits - None required to be filed for Part II of this
report.

               B.  Reports on Form 8-K - None filed during the quarter for which
this report is submitted.

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    TRANSNET CORPORATION
                                    (Registrant)


                                    /s/ Steven J. Wilk
                                    ---------------------------------
                                    Steven J. Wilk, President


                                    /s/ John J. Wilk
                                    ---------------------------------
                                    John J. Wilk,
                                    Principal Financial and Accounting Officer
                                    and Chairman of the Board of Directors

DATE:  May 14, 2002

                                        9

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